EXHIBIT 4.5

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                             TELENETICS CORPORATION

                          Common Stock Purchase Warrant
                                       to
                             Purchase _______ Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                  -------------
                           c/o Taglich Brothers, Inc.
                           1370 Avenue of the Americas
                               New York, NY 10019

by TELENETICS CORPORATION, a California corporation (hereinafter called the
"Company," which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company ________ _________________________ (_______) fully
paid and nonassessable shares of Common Stock, no par value (the "Common
Stock"), at the Exercise Price (as defined below) per share.

         This Warrant shall expire at the close of business on January 2, 2006.

         1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 25111 Arctic Ocean, Lake Forest, California 92630 (or such other
office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and
upon payment to the Company, by cash or by certified check or bank draft, of the
Exercise Price for such shares. The Company agrees that the shares of Common
Stock so purchased shall be deemed to be issued to the Holder as the record
owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares



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of Common Stock as aforesaid. Certificates for the shares of Common Stock so
purchased (together with a cash adjustment in lieu of any fraction of a share)
shall be delivered to the Holder within a reasonable time, not exceeding ten
(10) business days, after the rights represented by this Warrant shall have been
so exercised, and, unless this Warrant has expired, a new Warrant representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been exercised, in all other respects identical with this
Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant
and the same returned to the Holder.

                  (b) This Warrant may be exercised to acquire, from and after
the date hereof, the number of shares of Common Stock set forth on the first
page hereof; provided, however, the right hereunder to purchase such shares of
Common Stock shall expire at the close of business on January 2, 2006.

         2. This Warrant is being issued in connection with the transfer by Mike
Taglich, as designee for Taglich Brothers, Inc. ("Taglich Brothers"), to the
Holder of a portion of the warrant to purchase 350,000 shares of Common Stock
held by Mike Taglich and originally issued to Mike Taglich, as designee of
Taglich Brothers, in connection with a letter agreement between the Company and
Taglich Brothers, dated as of December 28, 2000 (the "Letter Agreement"),
whereby the Company agreed to issue a five (5) year warrant, exercisable at the
Exercise Price per share to Taglich Brothers or its designee, to purchase
350,000 shares of Common Stock as compensation for providing certain financial
advisory services.

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will have at all times authorized,
and reserved for the purpose of issue or transfer upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant, and will
procure at its sole expense upon each such reservation of shares the listing
thereof (subject to issuance or notice of issuance) on all stock exchanges on
which the Common Stock is then listed or inter-dealer trading systems on which
the Common Stock is then traded. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be so issued without
violation of any applicable law or regulation, or of any requirements of any
national securities exchange upon which the Common Stock may be listed or
inter-dealer trading system on which the Common Stock is then traded. The
Company will not take any action which would result in any adjustment in the
number of shares of Common Stock purchasable hereunder if the total number of
shares of Common Stock issuable pursuant to the terms of this Warrant after such
action upon full exercise of this Warrant and, together with all shares of
Common Stock then outstanding and all shares of Common Stock then issuable upon
exercise of all options and other rights to purchase shares of Common Stock then
outstanding, would exceed the total number of shares of Common Stock then
authorized by the Company's Articles of Incorporation, as then amended.

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         4. The initial exercise price is $0.80 per share of Common Stock (the
"Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

                  (i) In the case of any amendment to the Articles of
         Incorporation of the Company to change the rights, privileges,
         restrictions or conditions in respect to the Common Stock or division
         of the Common Stock, this Warrant shall be adjusted so as to provide
         that upon exercise thereof, the Holder shall receive, in lieu of each
         Common Stock theretofore issuable upon such exercise, the kind and
         amount of shares, other securities, money and property receivable upon
         such, change or division by the Holder issuable upon such exercise had
         the exercise occurred immediately prior to such designation, change or
         division. This Warrant shall be deemed thereafter to provide for
         adjustments which shall be as nearly equivalent as may be practicable
         to the adjustments provided for in this Section 4. The provisions of
         this Subsection 4(i) shall apply in the same manner to successive
         reclassifications, changes, consolidations and mergers.

                  (ii) If the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares of
         Common Stock, or declare a dividend or make any other distribution upon
         the Common Stock payable in shares of Common Stock, the Exercise Price
         in effect immediately prior to such subdivision or dividend or other
         distribution shall be proportionately reduced, and conversely, in case
         the outstanding shares of Common Stock shall be combined into a smaller
         number of shares of Common Stock, the Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (iii) In case the Company shall issue or otherwise sell or
         distribute shares of Common Stock for a consideration per share in cash
         or property equal to, or the Company shall issue options or warrants to
         purchase Common Stock (other than options granted pursuant to the
         Company's stock option plans for which shares have been reserved for
         issuance on the date of the hereof) that are exercisable at, or the
         Company shall issue or otherwise sell or distribute rights to subscribe
         for or securities convertible into or exchangeable for Common Stock at,
         a price per share less than the then effective Exercise Price
         (hereinafter, the "Lower Price"), the Exercise Price then in effect
         shall automatically be adjusted to equal 120% of the Lower Price. (The
         per share price of any consideration that is other than cash shall be
         as reasonably determined by the Board of Directors of the Company
         including a majority of the Directors who are not officers or employees
         of the Company or any of its Subsidiaries, whose determination shall be
         described in a resolution of the Board of Directors.) Notwithstanding
         the foregoing, in no event shall the Exercise Price ever be increased
         as a result of this Subsection 4(iii). There will be no adjustment in

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         the event that the Company pays a dividend in cash to its holders of
         Common Stock; provided, however, the Company will give the holder of
         this Warrant written notice at least thirty (30) days prior to the
         record date for the cash dividend, that the Company intends to declare
         a cash dividend.

                  (iv) If any capital reorganization or reclassification of the
         capital stock of the Company, or any consolidation or merger of the
         Company with another corporation or entity, or the sale of all or
         substantially all of the Company's assets to another corporation or
         other entity shall be effected in such a way that holders of shares of
         Common Stock shall be entitled to receive stocks, securities, other
         evidence of equity ownership or assets with respect to or in exchange
         for shares of Common Stock, then, as a condition of such
         reorganization, reclassification, consolidation, merger or sale (except
         as otherwise provided below in this Section 4), lawful and adequate
         provisions shall be made whereby the Holder shall thereafter have the
         right to receive upon the basis and upon the terms and conditions
         specified herein, such shares of stock, securities, other evidence of
         equity ownership or assets as may be issued or payable with respect to
         or in exchange for a number of outstanding shares of such Common Stock
         equal to the number of shares of Common Stock immediately theretofore
         purchasable and receivable upon the exercise of this Warrant under this
         Section 4 had such reorganization, reclassification, consolidation,
         merger or sale not taken place, and in any such case appropriate
         provisions shall be made with respect to the rights and interests of
         the Holder to the end that the provisions hereof (including, without
         limitation, provisions for adjustments of the Exercise Price and of the
         number of shares of Common Stock receivable upon the exercise of this
         Warrant) shall thereafter be applicable, as nearly as may be, in
         relation to any shares of stock, securities, other evidence of equity
         ownership or assets thereafter deliverable upon the exercise hereof
         (including an immediate adjustment, by reason of such consolidation or
         merger, of the Exercise Price to the value for the Common Stock
         reflected by the terms of such consolidation or merger if the value so
         reflected is less than the Exercise Price in effect immediately prior
         to such consolidation or merger). Subject to the terms of this Warrant,
         in the event of a merger or consolidation of the Company with or into
         another corporation or other entity as a result of which the number of
         shares of common stock of the surviving corporation or other entity
         issuable to holders of Common Stock of the Company, is greater or
         lesser than the number of shares of Common Stock of the Company
         outstanding immediately prior to such merger or consolidation, then the
         Exercise Price in effect immediately prior to such merger or
         consolidation shall be adjusted in the same manner as though there were
         a subdivision or combination of the outstanding shares of Common Stock
         of the Company. The Company shall not effect any such consolidation,
         merger or sale, unless, prior to the consummation thereof, the
         successor corporation (if other than the Company) resulting from such
         consolidation or merger or the corporation purchasing such assets shall
         assume by written instrument executed and mailed or delivered to the
         Holder, the obligation to deliver to the Holder such shares of stock,
         securities, other evidence of equity ownership or assets as, in
         accordance with the foregoing provisions, the Holder may be entitled to
         receive or otherwise acquire. If a purchase, tender or exchange offer
         is made to and accepted by the holders of more than fifty (50%) percent
         of the outstanding shares of Common Stock of the Company, the Company
         shall not effect any consolidation, merger or sale with the Person
         having made such offer or with any Affiliate of such Person, unless

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         prior to the consummation of such consolidation, merger or sale the
         Holder of this Warrant shall have been given a reasonable opportunity
         to then elect to receive upon the exercise of this Warrant the amount
         of stock, securities, other evidence of equity ownership or assets then
         issuable with respect to the number of shares of Common Stock of the
         Corporation in accordance with such offer.

                  (v) In case the Company shall, at any time prior to exercise
         of this Warrant, consolidate or merge with any other corporation or
         other entity (where the Company is not the surviving entity) or
         transfer all or substantially all of its assets to any other
         corporation or other entity, then the Company shall, as a condition
         precedent to such transaction, cause effective provision to be made so
         that the Holder of this Warrant upon the exercise of this Warrant after
         the effective date of such transaction shall be entitled to receive the
         kind and amount of shares, evidences of indebtedness and/or other
         securities or property receivable on such transaction by a holder of
         the number of shares of Common Stock as to which this Warrant was
         exercisable immediately prior to such transaction (without giving
         effect to any restriction upon such exercise); and, in any such case,
         appropriate provision shall be made with respect to the rights and
         interest of the Holder of this Warrant to the end that the provisions
         of this Warrant shall thereafter be applicable (as nearly as may be
         practicable) with respect to any shares, evidences of indebtedness or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant. Upon the occurrence of any event described in this Section
         4(v), the holder of this Warrant shall have the right to (i) exercise
         this Warrant immediately prior to such event at an Exercise Price equal
         to lesser of (1) the then Exercise Price or (2) the price per share of
         Common Stock paid in such event, or (ii) retain ownership of this
         Warrant, in which event, appropriate provisions shall be made so that
         the Warrant shall be exercisable at the Holder's option into shares of
         stock, securities or other equity ownership of the surviving or
         acquiring entity.

         Whenever the Exercise Price shall be adjusted pursuant to this Section
4, the Company shall issue a certificate signed by its President or Vice
President and by its Chief Financial Officer, Assistant Treasurer, Secretary or
Assistant Secretary, setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board of Directors of the Company made any determination hereunder), and the
Exercise Price after giving effect to such adjustment, and shall cause copies of
such certificates to be mailed (by first-class mail, postage prepaid) to the
Holder of this Warrant.

         No fractional shares of Common Stock shall be issued in connection with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.

         5. In the event the Company grants rights to all shareholders to
purchase Common Stock, the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

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         6. The Holder shall, with respect to the shares of Common Stock
issuable upon the exercise of this Warrant, have the registration rights and
"piggy back" registration rights set forth in the Letter Agreement. Such
registration rights and "piggy back" registration rights are incorporated herein
by this reference as if such provisions had been set forth herein in full.

         7. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.

         8. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's Common Stock, no par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in paragraph 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to Telenetics Corporation by merger, consolidation or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933, as amended, or any similar Federal statute, and the rules and regulations
of the Securities and Exchange Commission (the "SEC") or any other Federal
agency then administering such securities act, thereunder, all as the same shall
be in effect at the time. The term "Affiliate" shall have the meaning ascribed
to it in the rules and regulations of the SEC under the 1933 Act.

         9. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

         10. The Company agrees to use its best efforts to file timely all
reports required to be filed by it pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell this Warrant or any shares of Common Stock
acquired upon exercise of this Warrant in accordance with Rule 144 under the
1933 Act.

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         11. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a stockholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         12. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common Stock issuable upon the exercise of this Warrant with
respect to the rights of the Holder and the Common Stock issuable upon the
exercise of this Warrant, notwithstanding the knowledge of such Holder of any
other agreement or the provisions of any agreement, whether or not known to the
Holder and the Company represents that there are no agreements inconsistent with
the terms hereof or which purport in any way to bind the Holder of this Warrant
or the Common Stock.

         13. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
New York.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of February
28, 2001.

                                         TELENETICS CORPORATION

                                         By:
                                            ------------------------------------
                                            David Stone, Chief Financial Officer

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